|
sufficiency or legal effect of the same, and no such acceptance or approval shall constitute a warranty
<br />or representation by Agency/City to anyone.
<br />1802. Developer Indemnity. Without limiting Developer's obligations to indemnify the
<br />Indemnitees set forth in Section 1405, Developer shall, at Developer's expense, defend (using
<br />counsel satisfactory to Agency and City), indemnify, assume all responsibility for, and save and hold
<br />the Indemnities harmless from any and all losses, damages, liabilities, claims, causes of action,
<br />judgments, settlements, court costs, demands, defense costs, reasonable attorneys' fees, expert
<br />witness fees, and other legal expenses, costs of evidence of title, costs of evidence of value, and other
<br />expenses which they may suffer or incur and any liability of any kind or nature arising from or
<br />relating to the subject matter of this Agreement and/or any other Project Document or the validity,
<br />applicability, interpretation or implementation hereof or thereon and for any damages to property or
<br />injuries to persons directly or indirectly related to or in connection with the construction of the
<br />Improvements, operation, management, or ownership of the Property, including accidental death
<br />(including reasonable attorneys fees and costs), whether such damage shall accrue or be discovered
<br />before or after termination of this Agreement. Developer shall not be obligated to indemnify the
<br />Indemnitees for property damage or bodily injury to the extent occasioned by the negligence or
<br />willful misconduct of any of the Indemnitees. Developer shall have the obligation to defend any
<br />such action; provided, however, that this obligation to defend shall not be effective if and to the
<br />extent that Developer determines in its reasonable discretion that such action is meritorious or that
<br />the interests of the parties justify a compromise or a settlement of such action, in which case
<br />Developer shall compromise or settle such action in a way that fully protects the Indemnitees from
<br />any liability or obligation. In this regard, Developer's obligation and right to defend shall include the
<br />right to hire (subject to reasonable written approval by City and Agency) attorneys and experts
<br />necessary to defend, the right to process and settle reasonable claims, the right to enter into
<br />reasonable settlement agreements and pay amounts as required by the terms of such settlement, and
<br />the right to pay any judgments assessed against Developer or any other Indemnitees. If Developer
<br />defends any such action, as set forth above, (i) to the extent of Developer's indemnification
<br />obligations as set forth herein, Developer shall indemnify and hold harmless Indemnitees from and
<br />against any claims, losses, liabilities, or damages assessed or awarded against either of them by way
<br />of judgment, settlement, or stipulation and (ii) City and Agency shall be entitled to settle any such
<br />claim only with the written consent of Developer and any settlement without Developer's consent
<br />shall release Developer's obligations under this Section 1802 with respect to such settled claim. The
<br />foregoing agreements by Developer shall remain in effect for the entire Term of this Agreement. At
<br />the request of Developer, City and Agency shall cooperate with and assist Developer in its defense of
<br />any such claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />punitive damage, or expense; provided that City and Agency shall not be obligated to incur any
<br />expense in connection with such cooperation or assistance. Notwithstanding the foregoing,
<br />Developer shall not be required to indemnify the Agency with respect to actions arising from the
<br />proposal made by the Governor of California to eliminate redevelopment agencies.
<br />1803. Reimbursement of Agency/City. Developer shall reimburse Agency/City
<br />immediately upon written demand for all costs reasonably incurred by Agency/City (including the
<br />reasonable fees and expenses of attorneys, accountants, appraisers and other consultants, whether the
<br />same are independent contractors or employees of City) in connection with the enforcement of the
<br />Loan Documents and all related matters including all claims, demands, causes of action, liabilities,
<br />losses, commissions and other costs against which Agency/City is indemnified under the Loan
<br />Documents. Such reimbursement obligations shall bear interest from the date occurring twenty (20)
<br />days after Agency/City gives written demand to Developer and shall be secured by the Agency/City
<br />52
<br />25F-58
|